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Section 1 General information
The following terms and conditions apply to the entire current and future business relationship between ap-systems GmbH (hereinafter referred to as ap-systems) and its customers, even if they are not referred to explicitly. Differing or supplementary general terms and conditions of the customer shall not form part of the contract.
“Customer” within the meaning of these terms and conditions is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when ordering goods from ap-systems. All prices are exclusive of statutory VAT.
“Customer” within the meaning of these terms and conditions is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when ordering goods from ap-systems. All prices are exclusive of statutory VAT.
We reserve the right to make technical changes in the interests of technical progress. We reserve the right to make reasonable changes to the design, colour and weight.
Section 2 Conclusion of contract
The presentation of the product range in the respective current catalogues or brochures does not constitute a binding offer. By sending an order to ap-systems (via the shopping cart system, by e-mail, fax or telephone), the customer makes a binding offer. ap-systems reserves the right to freely decide whether to accept this offer.
If information on the product range is incorrect, ap-systems will submit a counteroffer to the customer, who is free to decide whether to accept. If ap-systems does not accept an offer from the customer, ap-systems shall inform the customer.
The conclusion of the contract is subject to the reservation of correct and timely self-delivery by the suppliers of ap-systems; this reservation only applies in the event that ap-systems concludes a congruent cover transaction with the supplier and is not responsible for any incorrect or non-delivery. Section 2 (4), clause 2 shall apply accordingly.
If it transpires that ordered goods are not available, ap-systems reserves the right to withdraw from the contract. ap-systems shall immediately inform the customer of the unavailability and reimburse without delay any consideration already provided by the customer.
If an order exceeds commercially available quantities, ap-systems reserves the right to impose a corresponding restriction.
Section 3 Prices
The prices offered are exclusive of statutory VAT and are aimed exclusively at the freelance professions, industry, crafts and trade.
Unless explicitly stated otherwise in catalogues or brochures, the prices refer to the respective illustrated items as described, but not to content, accessories or decoration.
The prices stated in the catalogues and prospectuses relate to the date of issue of the respective sales document. We reserve the right to change prices after this date. In the case of contracts that have already been concluded, a change to the agreed price is excluded.
Section 4 Delivery and costs
Unless otherwise agreed, the costs for packaging, insurance and shipping shall be borne by the customer. These costs shall be notified to the customer with the decision regarding acceptance of his offer pursuant to Section 2 (1).
We reserve the right to make partial deliveries.
The risk of destruction, loss or deterioration of the item as well as the monetary risk shall pass to the customer upon delivery of the goods to the person designated to carry out the shipment. The same applies to the risk of delayed delivery.
Section 5 Warranty
At its discretion, ap-systems shall provide a warranty itself, or via its suppliers, for defects in the goods by means of subsequent improvement or delivery of replacement goods. Replacement goods may be goods with an equivalent service life ("replacement device").
If the subsequent improvement or replacement delivery fails, the customer may, at their discretion, demand a price reduction or cancellation of the contract.
The goods must be checked for completeness and absence of defects without delay, i.e. no later than one working day after receipt of the goods. Any defects discovered must be reported to ap-systems immediately. In the event of the customer failing to carry out the timely inspection or notification of defects, the delivered goods shall be deemed approved, unless the defect was not recognisable during the inspection. Timely dispatch shall suffice to meet the deadline; the burden of proof for this shall be borne by the customer.
ap-systems must also be informed immediately of any defects discovered later. Otherwise, the goods shall also be deemed approved with regard to these defects. The notification of defects must be made in writing in each case and the reported defect must be described in detail. In all other respects, Sections 377 f. of the Commercial Code (HGB) shall apply accordingly.
The right to warranty and compensation claims shall expire one year after delivery of the goods.
Section 6 Liability
Subject to the following provisions and regardless of any legal reason, ap-systems shall not be liable for any slightly negligent breach of obligations by ap-systems and its legal representative or vicarious agents. In the event of a slightly negligent breach of cardinal obligations, the liability of ap-systems is limited in amount to the typical foreseeable damage. ap-systems is not liable for breaches of duty caused by minor negligence, such as delay or impossibility, or for breaches caused by minor negligence of the duty of protection.
The above exclusions of liability and limitations of liability shall not apply in cases of strict liability, in particular in accordance with the Product Liability Act, in the event of bodily harm or damage to health or loss of life.
There is no liability for damage to the delivered product or third-party components resulting from non-compliance with the instructions or technical requirements or inadequate protective measures of the client against data loss with regard to delivery of the hardware and software.
Section 7 Transport damage
If the customer detects damage to the packaging upon receipt of the delivery, the transport company must confirm the damage in writing upon acceptance of the goods. Transport damage that is only detected after unpacking the goods must be reported to ap-systems in writing immediately upon receipt. Section 5 (3) shall apply accordingly.
Section 8 Payment
Subject to the provision in the following clause, ap-systems shall deliver at the customer’s request against advance transfer, invoice or cash on delivery. ap-systems reserves the right to execute order processing against cash on delivery, partial advance payment or advance payment in full. If necessary, the customer will be informed in advance.
Invoices are due and payable without deduction within 10 days of invoicing.
If the customer defaults on payment, ap-systems is entitled to charge default interest at a rate of 8 percentage points above the respective base interest rate. ap-systems reserves the right to prove and claim higher damages caused by default. The customer has the right to prove that ap-systems did not incur any or less damage as a result of the default. In any case, ap-systems may demand the statutory interest rate.
The customer may only offset counterclaims that are legally established, undisputed or recognised by ap-systems. The customer may only assert a right of retention on the basis of counterclaims based on the same contractual relationship.
Section 9 Retention of title
ap-systems shall retain ownership of the delivered goods until all payments from the business relationship with the customer have been received.
The customer is obliged to notify ap-systems immediately of any change of its registered office as long as there are any outstanding claims for delivered goods.
Section 10 Data protection & advertising block
It should be noted that customer data is stored separately as inventory data and as billing data within the framework of the applicable data protection regulations.
The customer is aware that with the respective order form, he has the option of declaring his consent to advertising in full, in part or not at all. In addition, he may object to this consent at any time via telephone, in writing, via fax or e-mail. In the event of an objection, the customer data for the respective or all advertising material will be blocked and they will no longer receive any advertising.
Section 11 Final provisions
The substantive law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods shall not apply.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Reutlingen. The same applies if the customer does not have a general place of jurisdiction in Germany.
In the event of individual provisions of the contract between ap-system and the customer, including these general terms and conditions, being or becoming invalid in whole or in part, or if any omission becomes apparent, this shall not affect the validity of the remaining provisions.
As of: 01/01/2016